Wed.Jul 05, 2023

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The Fall of “Affirmative Action” and Its Implications for Employers

Harvard Corporate Governance

Posted by Martin Lipton, Wachtell Lipton Rosen & Katz, on Wednesday, July 5, 2023 Editor's Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, John F. Savarese , and Noah B.

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Finding the Right Approach to Determine Reasonable Compensation

BVR

Although there are general guidelines to help you pick the best approach to determine reasonable compensation, there are no hard and fast rules. For the overwhelming majority of your clients, one of two common approaches that rely on comparability data should do the trick. For occasional clients who just don’t seem to fit any molds, there is an approach for them, too.

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Chancery Court Offers Guidance on Waivers Not to Sue for Breach of Fiduciary Duty

Harvard Corporate Governance

Posted by Rick S. Horvath, Allie Misner Wasserman, and Andrew Darnell, Dechert LLP, on Wednesday, July 5, 2023 Editor's Note: Rick S. Horvath , and Allie Misner Wasserman are Partners and Andrew Darnell is an Associate at Dechert LLP. This post is based on their Dechert memorandum and is part of the Delaware law series ; links to other posts in the series are available here.

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LaPorte Named to “Best Accounting Firm” List by CityBusiness Readers

LaPorte

LaPorte is honored to announce that we have been named “Top Winner” in the “Best Accounting Firm” list in CityBusiness’ Reader Rankings poll. This is… The post LaPorte Named to “Best Accounting Firm” List by CityBusiness Readers first appeared on LaPorte.

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How to Leverage Intent Data for Better Outcomes

Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

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How secondary markets can help employees unlock their equity

Vested

The concept of inviting employees to participate in the long-term success of a company, as opposed to simply being the recipients of a salary every month, makes sense on so many levels.

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How to prepare your business for participating in a Foreign Trade Zone (FTZ) program

ThomsonReuters

Foreign Trade Zones (FTZs) can help businesses of all kinds reduce or manage inventory, and compete more effectively in the international marketplace. Still, many companies are reluctant to take advantage of FTZs, either because they don’t understand the benefits of a well-run program or don’t believe the effort necessary to create one is worth it. program or don’t believe the effort necessary to create one is worth it.

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Top Seven Mistakes Business Sellers Make

A Neumann & Associates

Have you heard that at any given time, a business owner knows precisely what his or her business is worth and sells for? This myth does not match reality. The time it takes to sell at a given value depends on factors as diverse as the industry, the size of the business, and the market conditions. The value of the business will be driven by the seller’s financial records, the target market, and the marketing strategy.

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Health Care Marketing Co. Sues In Del. To Unwind $80M Buy

Law 360 M&A

Life sciences marketing agency Relevate has filed suit in Delaware's Chancery Court to unwind an alleged "fraudulent" purchase of digital health care marketing company Axon last year and get an $80.1 million refund.

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The net-zero materials transition: Implications for global supply chains

Mckinsey and Company

To provide critical materials for the energy transition, the metals and minerals industries must adapt their global supply chains.

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Disney Wants Discovery Pause In Streamers' Antitrust Suit

Law 360 M&A

Disney has urged a California federal court to pause discovery in a pair of cases from YouTubeTV and DirecTV subscribers alleging the company drove their bills up by forcing expensive ESPN channels onto their services.

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Statement of Cash Flows vs. Cash Flow Statement

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

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7 Proactive Approaches Internal Audit Can Take to Adapt to Economic Uncertainty

Audit Board

Navigating economic uncertainty is a formidable challenge that demands resilience and adaptability from internal audit professionals of all industries. The collapse of Silicon Valley Bank in the United States followed by the emergency takeover of Credit Suisse by UBS in Europe earlier this year are reminders that economic disruption is not going away anytime soon.

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Steps To Success For Senior Associates

Law 360 M&A

Adriana Paris at Rissman Barrett discusses the increased responsibilities and opportunities that becoming a senior associate brings and what attorneys in this role should prioritize to flourish in this stressful but rewarding next level in their careers.

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Awakn Life Sciences Sells London Clinics Business, Hopes To Divest Norwegian Unit Next

Benzinga

Psychedelics biotech Awakn Life Sciences Corp. (OTCQB: AWKNF ) sold its London subsidiary and healthcare clinic. The deal comes on the heels of a recently announced business strategy change. What Happened : The clinic’s new proprietor, a joint venture named Awakn Via Amitis Ltd. , is co-owned by UK mental healthcare charity Via (formerly WDP) and private UK investment company Amitis Group.

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iMedia Gets OK For Ch. 11 Financing From Proposed Buyer

Law 360 M&A

A Delaware bankruptcy judge Wednesday gave iMedia Brands permission to take out the $15 million Chapter 11 loan it said it will need to keep the lights on until it can close on a more than $27.4 million offer for its shopping channel business.

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Mastering Intent Data: Understanding its Importance & Best Practices

Speaker: Joe Apfelbaum, CEO of Ajax Union

In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.

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Teva's Strategic Evaluation: Israeli Pharma Company Mulls Divesting $2B Active Ingredients Unit

Benzinga

Teva Pharmaceutical Industries Ltd (NYSE: TEVA ) is reportedly considering potential strategic options for its active pharmaceutical ingredients (API) unit, which could include a potential sale. This news comes from individuals privy to the matter, who indicated that the current healthcare asset acquisitions continue despite the broader global slowdown in dealmaking.

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2 Firms Guide Man Group On $183M Bid For Varagon Capital

Law 360 M&A

Hedge fund Man Group PLC said Thursday that it will buy New York-based investment manager Varagon Capital Partners LP for $183 million, to widen its investment reach to the U.S.

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FTC Proposes Sweeping Changes to HSR Rules That Could Substantially Increase Burden, Time to Prepare Filings

Cooley M&A

The Federal Trade Commission (FTC) announced a proposal for a radical overhaul to the Hart-Scott-Rodino (HSR) premerger notification program that, if adopted, would dramatically increase costs, burden and the time required to prepare filings for transactions that must be notified to the government. Under the HSR Act, parties to transactions are required to notify the FTC and the Department of Justice (DOJ) of most transactions valued above the size-of-transaction threshold – currently $111.4 mil

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Valuation Multiples for a Bookkeeping Firm

Peak Business Valuation

The bookkeeping industry includes businesses that record, organize, and manage financial information for clients. According to IBIS World, the bookkeeping industry generated over $66 billion dollars in revenue over the past several years. Moving forward, we can expect demand for bookkeeping services to remain steady. As such, it may be an ideal time to buy or sell a bookkeeping firm.

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Clever Leaves Sells Cannabis Processing Facility In Portugal To Curaleaf's Subsidiary

Benzinga

Clever Leaves Holdings Inc. (NASDAQ: CLVR ) (NASDAQ: CLVRW ) has closed the sale of the assets , including lab and processing equipment, previously used in its EU-GMP certified cannabis processing facility in Setúbal, Portugal, as controlled by its wholly owned subsidiary, Clever Leaves Portugal Unipessoal, Lda. The assets were sold to Terra Verde, Lda. , an affiliate of Curaleaf Holdings, Inc.

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What We’ve Been Reading

Auto Dealer Valuation Insights

We hope that you and your family enjoyed a relaxing Fourth of July holiday this week. To help ease you back into the routine of things, we’ve compiled a brief reading list of items we’ve found to be interesting and informative in the past couple of weeks. Think of it as your Family Business Director summer reading list. Don’t worry – next week’s post won’t include a test.

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Callon Petroleum Closes Asset Purchase & Sale Deals, Trims Debt & Authorizes $300M Share Buyback

Benzinga

Callon Petroleum Co (NYSE: CPE ) disclosed the closure of its previously announced acquisition of Delaware Basin assets and divestiture of Eagle Ford assets. The company bought Delaware Basin assets from Percussion Petroleum Operating II, LLC for $249 million in cash and around 6.3 million of its common shares. Apart from that, Callon received $551 million in cash from the sale of.

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Seller Financing a Key to Attracting More Buyers, Maximizing Your Price

IBG Business

Your willingness to carry back a portion of your sale price expands the pool of potential buyers and can drive up your price, level the field in due diligence, and turn your sale into a good investment. In many business sales, the seller’s excitement at receiving a letter of intent from a prospective buyer can give way to disappointment, when they see that the proposed terms of the deal require the seller to finance a substantial portion of the purchase price.

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Duke Energy Offloads Commercial Distributed Generation Business To ArcLight For $364M

Benzinga

Duke Energy Corp (NYSE: DUK ) has agreed to sell its commercial distributed generation business to an affiliate of ArcLight Capital Partners, LLC, for an enterprise value of $364 million, inclusive of non-controlling tax equity interests. Duke Energy expects ~$259 million of proceeds from this transaction. In early June, Duke Energy reached a Full story available on Benzinga.

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Benchmark International Successfully Facilitated the Transaction Between Trident Water Solutions Limited and Phenna Group

Benchmark Report

Benchmark International is pleased to announce the acquisition of Marlborough-based Trident Water and Nottingham-headquartered Phenna Group. Trident Water was established in 2002 and is a water treatment and water hygiene specialist with a focus on legionella control. With a wide and varied client base across a range of sectors, Trident Water is currently a trusted partner at over 200 sites across the UK.

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D.R. Horton Buys Truland Homes Assets For $100M

Benzinga

D.R. Horton Inc (NYSE: DHI ) disclosed the buyout of the homebuilding operations of Truland Homes for around $100 million in cash. The acquired assets include around 263 lots and 155 homes in inventory along with 55 homes in sales order backlog. DHI also bought 156 lots and control of around 400 lots through option contracts from Truland affiliates and 201 lots and control of about 260 lots.

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Transforming public sector hiring with data-enabled talent ‘win rooms’

Mckinsey and Company

These talent hubs can expedite and streamline government hiring processes—and they can also close critical labor gaps.

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Bunge And Chevron Buy Argentina Seed Business, Step Towards Lower-Carbon Energy Future

Benzinga

Bunge Ltd (NYSE: BG ), along with Chevron Corp 's (NYSE: CVX ) subsidiary Renewable Energy Group Inc., disclosed the acquisition of Argentina-based Chacraservicios S.r.l for an undisclosed term. In particular, Bunge and Chevron bought Chacraservicios from the Italy-based Adamant Group. Chacraservicios deals in cultivating Camelina Sativa, a cover crop with high oil content that benefits farmers, consumers, and.

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RWI: 2023 Guide to Rep & Warranty Insurance

John Jenkins

Woodruff Sawyer recently published its 2023 Guide to Representations & Warranties Insurance, which provides an overview of current market conditions, policy terms and considerations for potential purchasers of RWI. In light of commentary suggesting a tightening claims environment, I thought what the report had to say on claims was pretty interesting.

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Brookfield Reinsurance Acquires American Equity Investment For $4.3B

Benzinga

Brookfield Reinsurance Ltd (NYSE: BNRE ) entered into a definitive agreement to acquire all of the outstanding shares of common stock of American Equity Investment Life Holding (NYSE: AEL ) in cash and stock for ~$4.3 billion. AEL shareholders will receive $55.00 per AEL share, consisting of $38.85 in cash and 0.49707 of a Brookfield Asset Management Ltd.

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Navigating dynamic labor: Building strong warehousing operations

Mckinsey and Company

Understanding labor landscape nuance and new strategic approaches are essential for effective warehouse operations.

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EMCOR Buys ECM Holding, Boosting Energy Efficiency Specialty Services Business

Benzinga

EMCOR Group Inc (NYSE: EME ) inked a deal to acquire ECM Holding Group, Inc in cash for undisclosed terms. Oshkosh, Wisconsin-based ECM offers energy efficiency retrofit services, specializing in providing a variety of HVAC, lighting, water, weatherization, and airflow management solutions nationally. ECM's 2023 estimated revenues total $60 million.

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Bye-Bye Blasius: Del. Sup. Ct. Affirms Chancery Decision on Dilutive Share Issuance

John Jenkins

Last week, in Coster v. UIP Companies, (Del.; 6/23), the Delaware Supreme Court affirmed Chancellor McCormick’s earlier decision holding that the company’s board had a “compelling justification” for authorizing a dilutive share issuance to resolve a stockholder deadlock. The decision marks the lawsuit’s second trip to Delaware’s highest court.

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Middleby Purchases TERRY Water Treatment Solutions For Undisclosed Sum

Benzinga

Commercial foodservice solutions provider Middleby Corporation (NASDAQ: MIDD ) has acquired TERRY Water Treatment Solutions for an undisclosed sum. TERRY has $5 million in annual sales and is based in Chandler, Arizona. It offers an environmentally friendly solution to eliminate and prevent scale build. Full story available on Benzinga.

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The struggle to get Eurostar back on track

Financial Times M&A

Plus, Saudi Arabia sets aside more for sports and the Vietnamese electric vehicle start-up losing power ahead of its Spac listing